EDMOND HOME EDUCATORS’
SUPPORT GROUP, INC.
(An Oklahoma Nonstock, Nonprofit Corporation)
ARTICLE 1. OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the Edmond Home Educators’ Support Group, Inc. (the Corporation) for the transaction of its business shall be at 820 W. Danforth Rd. #A-3, Edmond, OK 73003, or such other place as is designated by the Board of Directors.
SECTION 2. OTHER OFFICES
The Corporation may also have offices at such other places, within or without the State of Oklahoma, where it is qualified to do business, as its business may require and as the Corporation’s Board of Directors (the “Board of Directors”) may from time to time designate.
ARTICLE 2. PURPOSE
SECTION 1. OBJECTIVES AND PURPOSES
The Corporation is dedicated to serving home educating families and friends. In a purely voluntary capacity, we desire to glorify the Lord Jesus Christ, promote recognition of Him in all educational subject matter, and encourage parents in training their children “in the way in which they should go,” and to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof. This Corporation shall be a nonprofit corporation. The Corporation is affiliated with the Oklahoma Christian Home Educators’ Consociation (OCHEC) and shall abide by its guidelines.
ARTICLE 3. BOARD OF DIRECTORS
SECTION 1. NUMBER
The authorized number of directors (each a “Director”) shall be three (3) and collectively they shall be known as the Board of Directors. Directors need not be residents of the State of Oklahoma. As used in these Bylaws, the term “entire Board” means the total number of Directors entitled to vote that the Corporation would have if there were no vacancies.
SECTION 2. POWERS
Subject to the provisions of the Oklahoma General Corporation Act and any limitations in the Corporation’s Articles of Incorporation and these Bylaws, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by, or under the direction of, the Board of Directors.
SECTION 3. DUTIES
The Board of Directors shall have exclusive power and authority over the affairs of the Corporation. It shall be the duty of the Board to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Corporation’s Articles of Incorporation or by these Bylaws.
(b) Supervise all officers, agents and employees of the Corporation to assure that their duties are performed properly.
(c) Meet at such times and places as required by these Bylaws and as the business of the Corporation otherwise requires.
(d) Register their addresses with the Secretary of the Corporation. Notices of meetings mailed or delivered by facsimile to the Board of Directors at such addresses shall be valid notice thereof.
(e) Establish any Standing Rules and Rules of Conduct for the Corporation.
SECTION 4. ELECTION AND TERMS OF OFFICE
Elections of Directors shall be held every one (1) year, and no Member shall hold the same elected leadership position or committee chairmanship for more than three (3) consecutive terms. Directors shall be elected shall be elected by a majority vote of the Board of Directors then in office. Directors shall be elected immediately prior to the annual meeting of the Board of Directors. The Directors’ term shall commence with the opening of new business at the annual meeting. Each Director shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
SECTION 5. COMPENSATION
Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending meetings of the Board of Directors. In addition, they shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties. Directors may not be compensated for rendering services to the Corporation in any capacity other than Director unless such other compensation is reasonable and is approved under the provisions of Article 9, Section 2 of the Bylaws.
SECTION 6. MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors shall conduct an annual meeting each summer at a date determined by the Board. All other meetings of the Board of Directors will take place at the Board’s discretion. The date, time and location of each meeting will be determined by the Board prior to each meeting. Two-thirds of the members of the Board shall constitute quorum.
SECTION 7. NOTICE OF BOARD MEETINGS
Notice of the time and place of Board meetings shall be communicated to the directors not less than five days prior to the meeting; provided, however, notice of a meeting need not be given to any director who has signed a waiver of notice or a written consent to holding of the meeting. The means for communicating notice shall be determined by the Board and may include, but are not limited to, mail, email, telephone call or fax.
SECTION 8. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided (1) a quorum is present and (2) either before or after the meeting
each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals, shall be filed with the corporate records or made a part of the minutes of the meeting.
SECTION 9. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a Board meeting if all members of the Board of Directors or the committee consent in writing to the adoption of a resolution authorizing such action. The resolution and the written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law that relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a Board meeting.
SECTION 10. CONSENSUS DECISION MAKING; OTHERWISE MAJORITY ACTION AS BOARD ACTION
In the event the Directors, after honest, persistent, and good faith attempts to reach consensus fail to reach a consensus for an action required or permitted to be taken by the Board of Directors or any committee thereof, then the act or decision done or made by a majority of the Directors present at a Board meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this Corporation, or provisions of Oklahoma Corporation Law require a greater percentage of votes for approval of a matter by the Board of Directors.
SECTION 11. VACANCIES
Vacancies on the Board of Directors shall exist on the death, resignation or removal of any acting Director. Directors may be removed with or without cause by a majority of the Directors then in office. Any Director may resign effective upon giving written notice to the Leader or the Secretary of the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Members, who may then elect replacement Director(s).
ARTICLE 4. MEMBER MEETINGS
SECTION 1. ANNUAL, REGULAR AND SPECIAL MEETINGS OF THE MEMBERS
An annual meeting of the Members shall be held on a date during the school year determined practicable by the Board, at a place determined practicable by the Board, or on such other date and at such other place as the Board of Directors may specify, within or without the State of Oklahoma. Regular meetings of the Members shall be held as determined by resolution of the Board of Directors. Special meetings of the Members may be called by the Officers or by the Board of Directors.
SECTION 2. NOTICE OF MEMBER MEETINGS
All meetings of the Members shall be held upon at least fifteen (15) days notice by email receipt requested or first-class mail. If sent by mail , the notice shall be deemed to be delivered upon its deposit in the mails. Such notices shall be addressed to each Member at his or her address as shown on the books of the Corporation. The Leaders or the Board may
cancel or change a meeting date, time and/or place at their discretion. Every effort shall be made to provide notice to the Members of cancellations.
SECTION 3. CONTENTS OF NOTICE FOR MEMBER MEETINGS
Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of a Member meeting, other than a special meeting, need not be specified in the notice.
SECTION 4. QUORUM FOR MEMBER MEETINGS
The presence of at least ten percent (10%) of Members at a meeting in which fifteen (15) days notice has been given shall constitute quorum for any meeting. For the purpose of effectuating a vote of the Corporation, the presence of at least ten percent (10%) of Members at a meeting called for such purpose, or all Members responding electronically, as determined by the Board, provided fifteen (15) days notice has been given regarding such vote shall constitute quorum.
Except as otherwise provided in these Bylaws or in the Corporation’s Articles of Incorporation, no business shall be considered at any meeting at which a quorum is not present (in person or by other means as may be permitted by the Board). The only motion the Leader shall entertain at such meeting is a motion to adjourn. A majority of the Members present (in person or by means as may be permitted by the Board) at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Members. The Members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Members from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by the Corporation’s Articles of Incorporation or these Bylaws.
ARTICLE 5. OFFICERS
SECTION 1. NUMBER OF OFFICERS
The officers of this Corporation (each an “Officer”; collectively the “Officers”) shall be a Leader, a Co-Leader, a Secretary and a Treasurer. The Leader and Co-Leader shall meet the leadership requirements of the Oklahoma Christian Home Educators Consociation (OCHEC) and shall sign its statement of faith and agreement. Elected Officers shall model a moral, Biblical lifestyle. No appointed Officer shall assume chairmanship of any committee within the Corporation or OCHEC while in office. The Officers may establish committees as necessary with the approval of the Board.
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Two Officers shall be appointed by the Board of Directors and one Officer elected by the Members at the annual meeting, and shall hold office for one year and until his or her successor shall be elected and qualified. Elected and appointed leadership shall be Members in good standing and shall have had at least two (2) years of experience in home educating children prior to taking a leadership position.
SECTION 3. REMOVAL AND RESIGNATION
Any Officer may be removed, either with or without cause, by the Board of Directors, at any time. Any Officer may resign at any time by giving written notice to the Board of Directors or to the Leader or Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein,
and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The provisions of this Section shall be superseded by any conflicting terms of a contract between the Corporation and an Officer that has been approved or ratified by the Board of Directors and that relates to the employment of such officer.
SECTION 4. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer shall be filled by majority vote of the Board of Directors.
SECTION 5. NOMINATIONS OF OFFICERS
Each January three Members shall be elected by the membership to serve on a Nominating Committee with two members of the committee appointed by the Board. The five (5) committee members shall draw up a slate of nominees for the office of Leader, Co- Leader, Secretary and Treasurer for the ensuing year. The Committee shall elect its own chairman.
In March the Nominating Committee shall submit to the Corporation the names of all nominees for leadership for the coming year. Additional nominations may be submitted in writing to the Nominating Committee at this time with previous written consent of the nominee. Written communication shall be delivered via postal service or electronically as determined by the Board.
If no additional nominations are made, the nominations shall be declared closed, and the slate of nominees previously presented by the Nominating Committee shall be voted upon via voice or by electronic means as determined by the Board.
When there are two (2) or more candidates for any office, the election for that office shall be held by written or electronic ballot in April. A plurality of votes cast shall elect. At least ten percent (10%) of Members must cast a vote. A tie vote shall be decided by a second vote of those Members having participated in the original vote.
The installation of Officers shall be in May.
No Member shall serve on the Nominating Committee for more than two (2) consecutive years.
SECTION 6. DUTIES OF LEADER
The Leader shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the Officers. He or she shall perform all duties incident to his or her office, including presiding over meetings of the Corporation, appoint the chairman of each committee, act as the ex-officio member of all committees except the Nominating Committee and the Auditing Committee and such other duties as may be required by law, the Articles of Incorporation, these Bylaws, or by the parliamentary authority adopted by the Corporation, or that may be prescribed by the Board of Directors. Unless another person is specifically appointed as Leader of the Board of Directors, the Leader shall preside at all meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, the Leader shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments as may from time to time be authorized by the Board of Directors.
SECTION 7. DUTIES OF CO-LEADER
The Co-Leader shall:
(a) Preside in the absence of the Leader and perform all other duties pertaining to that office when necessary or desirable;
(b) Keep at the principal office of the Corporation or at such other place as the Board of Directors may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present at the meeting, and the proceedings thereof; and
(c) Handle any correspondence on behalf of the Corporation.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
(a) Certify and keep the original, or a copy, of these Bylaws, as amended to date; (b) See that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law;
(c) Be custodian of the records and of the seal, if one is designated by the Board of
the Corporation, and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the Corporation under its seal is authorized by law or these Bylaws;
(d) Exhibit at all reasonable times to any Director of the Corporation, or to his or her agent or attorney, on request therefore, the Bylaws, and the minutes of the proceedings of the Board of Directors of the Corporation; and
(e) In general, perform all duties incident to the office of the Secretary and such other duties as may be required by law, by the Articles of Incorporation, by the parliamentary authority adopted by the Corporation, or by these Bylaws, or that may be assigned to him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
The Treasurer shall:
(a) Supervise the charge and custody of all funds and securities of the Corporation, and the deposit of all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors;
(b) Keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times;
(c) Deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors;
(d) Disburse or cause to be disbursed the funds of the Corporation as may be ordered by the Board of Directors;
(e) Render to the Leader and Directors, whenever they request it, an account of all transactions of the Corporation, including delivery of an annual report; and
(f) Have other powers and perform such other duties as may be prescribed by the Board of Directors and the parliamentary authority adopted by the Corporation.
ARTICLE 6. MEMBERS
SECTION 1. THE MEMBERSHIP
The Members of the Corporation shall be Christian in orientation and leadership, but this does not exclude anyone from membership on the basis of their beliefs. Membership shall be open to all who meet the following requirements:
(a) Currently home educate a child or have previously home educated a child for a minimum of three (3) years;
(b) Abide by the laws of the State of Oklahoma regarding home education as an alternative form of education for children, to include the maintenance of adequate records to substantiate home education;
(c) Agree to the By-Laws of the Corporation;
(d) Agree to abide by the Standing Rules and Rules of Conduct established by the Board of the Corporation; and
(e) Regularly attend Corporation meetings or subscribe to the Corporation's communication method as determined by the Board.
Membership shall be limited to one membership per family.
ARTICLE 7. VOTING
SECTION 1. VOTING RIGHTS
There shall be one vote per family.
ARTICLE 8. DUES
SECTION 1. ANNUAL DUES
Annual dues shall be determined by the Board to include the cost of the Corporation's website and any fees it may from time to time deem necessary.
ARTICLE 9. LIABILITY
SECTION 1. STANDARD OF CARE
All Directors and Officers shall perform their respective duties, including duties as a member of any committee of the Board of Directors on which such Director may serve, in good faith, for a purpose he or she reasonably believes to be in, or in the case of service for any other corporation or any partnership, joint venture, trust, employees benefit plan or other enterprise, not opposed to, the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances.
In performing the duties of Director or Officer, Directors and Officers shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:
(a) One or more Officers or employees of the Corporation whom the Director or Officer believes to be reliable and competent in the matters presented;
(b) Counsel, public accountants or other persons as to matters that the Director or Officer reasonably believes to be within such person’s professional or expert competence; or
(c) A committee of the Board of Directors upon which the Director or Officer does not serve, as to matters within its designated authority, which committee the Director or Officer reasonably believes to merit confidence, so long as in any such case, the Director
acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.
Except with respect to assets held by the Corporation for use or used directly in carrying out the Corporation’s activities, in investing, reinvesting, purchasing, acquiring, exchanging, selling and managing the Corporation’s investments, the Board of Directors shall avoid speculation, looking instead to the permanent disposition of the funds, and considering probable income, as well as the probable safety of the Corporation’s capital. No investment violates this section if it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to the Corporation.
SECTION 2. PROHIBITED TRANSACTIONS
This Corporation shall not make any loan of money or property to, or
guarantee the obligation of, any Director or Officer; provided, however, that the Corporation may advance money to a Director or Officer of this Corporation for expenses reasonably anticipated to be incurred in performance of the duties of such Officer or Director or as otherwise required by law, by the Corporation’s Articles of Incorporation, or by these Bylaws so long as such individual would be entitled to be reimbursed for such expenses absent that advance.
Except as provided in Subsection (c) below, the Board of Directors shall not
approve a self-dealing transaction. A self-dealing transaction is a contract or transaction to which the Corporation is a party and (i) in which one or more of the Directors, or Officers has a substantial financial interest, (ii) to which one or more of the Directors or Officers is a party, or (iii) to which any other corporation, firm, association or other entity in which one or more of the Directors or Officers are directors or officers or have a substantial financial interest, is a party.
The Board of Directors may approve a self-dealing transaction if, and only
if, prior to consummating the transaction, or any part thereof, the interested party has disclosed to the Board of Directors in good faith the material facts as to his or her interest in such transaction, and the Board of Directors thereafter determines that: (1) the Corporation would enter into the transaction for its own benefit; (2) the transaction is fair and reasonable to the Corporation; (3) after reasonable investigation, the Board of Directors determines that it could not have obtained an arrangement that is more advantageous to the Corporation with reasonable effort under the circumstances; and (4) such transaction does not cause an “Excess Benefit Transaction” under Internal Revenue Code Section 4958. Such determination must be made by the Board of Directors, in good faith, with knowledge of the material facts concerning the transaction and the party’s interest in the transaction, by a vote of a majority of the Directors then in office, without counting the vote of any interested Director or Directors and in accordance with any Regulations under Code Section 4958.
ARTICLE 10. COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a resolution adopted by a majority of the entire Board of Directors, designate three (3) or more Directors or Members (who may also be
serving as Officers of this Corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except with respect to:
(a) The filling of vacancies in the Board of Directors or in any committee;
(b) The amendment or repeal of Bylaws or the adoption of new Bylaws;
(c) The amendment or repeal of any resolution of the Board of Directors that by its
express terms is not so amendable or repealable;
(d) The appointment of committees of the Board of Directors or the members
(e) The approval of any self-dealing transaction.
By resolution adopted by a majority of the entire Board of Directors, the Board of
Directors may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below three (3), the number of Committee members, and fill vacancies therein from the members of the Board of Directors. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the records of the Corporation, and report the same to the Board of Directors from time to time as the Board of Directors may require.
SECTION 2. OTHER COMMITTEES
The Corporation shall have such other committees as may from time to time be established in the same manner provided in Article 7, Section 1 hereof. Such other committees may consist of persons who are not also members of the Board of Directors. These additional committees shall act in an advisory capacity only to the Board of Directors, shall not vote in any action of the Board of Directors, and shall be clearly titled as advisory committees.
SECTION 3. AUDITING COMMITTEE
An Auditing Committee shall be appointed by the Board consisting of one (1) qualified member of the Board and two (2) qualified persons from the membership. They shall audit and sign the books of the Secretary and Treasurer before the annual summer meeting of the Board. The completion of the audit shall be reported at the summer Board meeting and to the Corporation in September.
SECTION 4. MEETINGS AND ACTIONS OF COMMITTEES
Meetings and actions of committees shall be governed by, noticed, held, and taken in accordance with, the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may adopt rules and regulations pertaining to the conduct of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
SECTION 5. LIMITS ON AUTHORITY
No committee or Member of the Corporation is authorized to enter into any contract or agreement on behalf of the Corporation or to incur any liability on behalf of the Corporation unless and until such committee or Member has been duly authorized by
ARTICLE 11. GRANTS ADMINISTRATION
SECTION 1. PURPOSE OF GRANTS
This Corporation shall have the power to make grants and contributions or to render other financial assistance for the purposes set out within these Bylaws or Articles of Incorporation.
ARTICLE 12. AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
The members of the Board of Directors may make, and from time to time may alter, amend or repeal, any Bylaws of the Corporation by a vote of at least ten percent (10%) of the Corporation membership, provided notice of the proposed amendment has been given to the Corporation membership fifteen (15) days prior to the vote. Notice of such vote shall be delivered electronically. Voting shall be via voice, written ballot or electronically as determined by the Board.